Sec Form 4 Filing - Morgan Anthony P @ GRANDSOUTH BANCORPORATION - 2023-01-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Morgan Anthony P
2. Issuer Name and Ticker or Trading Symbol
GRANDSOUTH BANCORPORATION [ GRRB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
381 HALTON ROAD
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2023
(Street)
GREENVILLE, SC29607
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/01/2023 D 53,135 D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Preferred Stock - Series A ( 2 ) 01/01/2023 D 600 ( 2 ) ( 2 ) Common Stock 600 ( 1 ) 0 D
Options to Purchase Common Stock $ 16.55 01/01/2023 D 10,000 ( 3 ) 03/31/2023( 4 ) Common Stock 10,000 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morgan Anthony P
381 HALTON ROAD
GREENVILLE, SC29607
X
Signatures
/s/ Nelson Mullins Riley & Scarborough LLP as POA for Anthony P. Morgan 01/04/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of in accordance with the Agreement and Plan of Merger and Reorganization, dated as of June 21, 2022 (the "Merger Agreement"), by and between GrandSouth Bancorporation and First Bancorp, pursuant to which GrandSouth Bancorporation was merged with and into First Bancorp, effective January 1, 2023 (the "Merger"). On January 1, 2023, the effective date of the Merger, each issued and outstanding share of GrandSouth Bancorporation common stock and preferred stock was converted into the right to receive 0.91 shares of First Bancorp common stock (subject to the payment of cash in lieu of fractional shares). As a result of the Merger, the Reporting Person no longer beneficially owns, directly, any shares of GrandSouth Bancorporation capital stock.
( 2 )The Series A Preferred Stock is convertible upon a Change of Control (as defined in the Articles of Amendment designating the Series A Preferred) into a number of shares of the issuers common stock on a one-for-one basis and has no expiration date.
( 3 )Pursuant to the Merger Agreement, at the effective time of the Merger, each stock option not cashed out at the election of the reporting person, was converted into the right to acquire shares of First Bancorp common stock, as adjusted to reflect the exchange ratio of 0.91.
( 4 )Pursuant to an option agreement between the GrandSouth Bancorporation and the reporting person, upon a termination of service in connection with the Merger, the expiration date of such options will accelerate to three months from the termination date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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